0001193125-13-466914.txt : 20131209 0001193125-13-466914.hdr.sgml : 20131209 20131209165722 ACCESSION NUMBER: 0001193125-13-466914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131209 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20131209 DATE AS OF CHANGE: 20131209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Airlines Group Inc. CENTRAL INDEX KEY: 0000006201 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 751825172 STATE OF INCORPORATION: DE FISCAL YEAR END: 0120 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08400 FILM NUMBER: 131266150 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 75261-9616 FORMER COMPANY: FORMER CONFORMED NAME: AMR CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS INC CENTRAL INDEX KEY: 0000714560 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 530218143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08442 FILM NUMBER: 131266151 BUSINESS ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4806930800 MAIL ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08444 FILM NUMBER: 131266152 BUSINESS ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4806930800 MAIL ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN AIRLINES INC CENTRAL INDEX KEY: 0000004515 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 131502798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02691 FILM NUMBER: 131266153 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: P O BOX 619616 MD5661 CITY: DALLAS FORT WORTH AI STATE: TX ZIP: 75261-9616 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN AIRWAYS INC DATE OF NAME CHANGE: 19670629 8-K 1 d640288d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 9, 2013

 

 

American Airlines Group Inc.

American Airlines, Inc.

US Airways Group, Inc.

US Airways, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

Delaware

Delaware

Delaware

  

1-8400

1-2691

1-8444

1-8442

  

75-1825172

13-1502798

54-1194634

53-0218143

(State of

Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4333 Amon Carter Blvd., Fort Worth, Texas

4333 Amon Carter Blvd., Fort Worth, Texas

111 West Rio Salado Parkway, Tempe, Arizona

111 West Rio Salado Parkway, Tempe, Arizona

  

76155

76155

85281

85281

(Address or principal executive offices)   (Zip Code)

(817) 963-1234

(817) 963-1234

(480) 693-0800

(480) 693-0800

(Registrant’s telephone number)

American Airlines Group Inc. was formerly known as AMR Corporation

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01. Regulation FD Disclosure.

The Company is disclosing certain information in connection with the distribution of equity securities pursuant to its fourth amended joint plan of reorganization (the “Plan”). Terms used in this Current Report on Form 8-K but not otherwise defined shall have the meanings assigned to such terms in the Plan.

Conversion Election Summary; AAMRQ Fully-Diluted Share Count

The conversion election period for holders of Double-Dip General Unsecured Claims to elect to be treated as holders of Single-Dip General Unsecured Claims concluded on November 29, 2013. The Company received elections with respect to $8.9 million in Double-Dip General Unsecured Claims electing to be treated as Single-Dip General Unsecured claims.

The conversion election deadline for the claimholders of the 6.25% Convertible Notes due 2014 to elect to be treated under the Plan as an Allowed AMR Equity Interest in AMR Class 5—AMR Equity Interests was also November 29, 2013. The Company received elections with respect to approximately $456 million aggregate principal of the 6.25% Convertible Notes due 2014 electing to be treated as AMR Class 5—AMR Equity Interests.

The conversion election deadline for the claimholders of the 4.5% Convertible Notes due 2024 to elect to be treated under the Plan as an Allowed AMR Equity Interest in AMR Class 5—AMR Equity Interests was also November 29, 2013. The Company received elections with respect to $1,000 aggregate principal of the 4.5% Convertible Notes due 2024 electing to be treated as AMR Class 5—AMR Equity Interests.

Including all conversion elections, the adjusted fully diluted share count of the Company’s old common stock (formerly traded under the symbol “AAMRQ”) is approximately 394.2 million shares, and, as previously disclosed, holders of AAMRQ will receive, for each share of AMR common stock, an initial distribution of approximately 0.0665 shares of the Company’s new common stock, par value $0.01 (NASDAQ: AAL) in connection with the occurrence of the Effective Date. AAMRQ holders, and those deemed to be treated as such in connection with the elections discussed above, may in the future receive additional distributions based on the trading price of AAL during the 120 day period after the Effective Date and the total amount of allowed claims, in each case, in accordance with the terms of the Plan.

Double-Dip General Unsecured Claims; Single-Dip General Unsecured Claims; Disputed Claims Reserve

After giving effect to the conversions outlined above, the adjusted total Double-Dip General Unsecured Claims on the Effective Date is approximately $2.45 billion. The Allowed Single-Dip General Unsecured Claims on the Effective Date is approximately $2.45 billion and the Disputed Claims Reserve is approximately $755 million.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

American Airlines Group Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson
Executive Vice President

Dated: December 9, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

American Airlines, Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson

Executive Vice President

Dated: December 9, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

US Airways Group, Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson
Executive Vice President

Dated: December 9, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

US Airways, Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson
Executive Vice President

Dated: December 9, 2013